e425
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Inco Limited
Second Quarter 2006 Results Conference Call
8:30 a.m., July 19, 2006
Sandra Scott
Good morning and thanks for joining us. This call is being webcast on a live, listen-only basis.
Our second quarter results news release went out early this morning and can be found at
www.inco.com, or by calling investor relations at (416) 361-7670. Following this call, a
PDF version of our remarks will be available through the Latest Quarterly Webcast link on Incos
homepage.
With me at our Toronto office are members of Incos management team. After opening remarks by our
Chairman and CEO Scott Hand, Incos CFO Bob Davies will give you a financial update. Our President
North America/Europe, Mark Cutifani, will discuss operating results and our EVP of Marketing, Peter
Goudie, will provide our view of the nickel market. Also, Ron Aelick, Incos President
Asia-Pacific, is joining us from Sydney to answer any questions you may have on Goro and PT Inco.
Ill begin with a few housekeeping items.
First, we are including news media and members of the public on this webcast on a live, listen-only
basis.
Second, the safe harbour text appears on our webcast slide.
The third item is our definition of adjusted net earnings.
Fourth, all dollar amounts are in U.S. currency unless otherwise stated.
Given recent changes in Canadian securities legislation, I should make a few additional points:
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Actual results could differ materially from our 2006 outlook and other
forward-looking statements we make; |
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Certain material assumptions were made in developing our 2006 outlook and
other forward-looking statements; |
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We have filed the text and slides used in this presentation with the SEC and
on SEDAR in Canada; and |
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Todays press release and other filings with the SEC and on SEDAR contain
additional information on the material factors, risks and assumptions that could
cause results to differ materially from our forward-looking information or
statements, and were used in developing our forecast or projections. |
Now I will turn the call over to Scott Hand.
Scott Hand
Thanks Sandra.
Today well address Incos great prospects. The powerful combination of a very strong nickel
market, low-cost Voiseys Bay feed moving fully through our operations in the second half, and
expected record production, should propel us to a very strong finish for 2006. Peter Goudie will
explain why we believe that nickel is stainless hot. With this in mind, Ill highlight five key
areas.
The first is Q2 results. Adjusted net earnings were $400 million, or $1.79 per share on a diluted
basis 7% above the First Call consensus of $1.68 per share, double our Q1 earnings of $0.90 per
share, and 66% higher than Q2/05 earnings of $1.08 per share. We have posted our highest ever
quarterly net earnings.
In addition, we achieved another quarter of consistent and reliable production. We met or exceeded
our June Q2 guidance for nickel and PGM production, as well as for the price premium on our nickel
products. Unit cash costs, after by-products, were slightly above our June 2006 guidance of
$1.90-to-$1.95 a pound, largely due to higher costs for purchased nickel intermediates and a strong
Canadian dollar. However, unit cash costs were 20% below Q1 costs and 26% less than Q2/05 costs. We
believe that Inco is the only publicly traded mining company whose costs will fall this year in
absolute terms despite challenging oil prices and currency levels.
Given our first half results, for 2006 we expect to meet or beat our June nickel, copper and PGM
production, unit cash cost and premium guidance. Voiseys Bay will be fully ramped up, meaning
higher second half output and cash flow and lower second half costs. With high nickel and copper
prices in the mix, well produce a very strong finish for the year.
Second, Ill turn to our Goro project in New Caledonia. In early April, there was extensive
vandalism and blockades of access roads at Goro. The construction site was shut down for three
weeks and we began a gradual
restart of the project in late April. Construction activity is now generally back to normal with
about 2200 people working on site daily.
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The cost and schedule impacts of recent events are still being assessed. We are also looking at
other cost and scheduling pressures that Goro has faced, such as price hikes for fuel, construction
materials and additional items that are affecting resource projects worldwide; minor scope changes
identified during engineering and procurement, which will improve the projects performance and
reliability; and finally, regulatory compliance costs. With the April disruptions and about a
five-month delay in getting key work underway at the Goro site last year, when we had to resolve
certain building and permit-related issues prior to beginning major construction, we will see
start-up delayed into 2008.
Our last capex estimate for the mine, process plant and infrastructure was at the upper end of the
$1.878 billion plus 15% cost range, or about $2.15 billion. We are reviewing this number in light
of the longer schedule and other factors that Ive outlined. We should be ready in September or
October to announce a revised capital cost estimate and an updated schedule. By then, engineering
will be largely completed, all major construction contracts will be awarded, construction
performance data will be available, a full analysis of costs related to the April disruptions will
be done and we will be completing work on a submission for a new operating permit. Taking all these
factors into account, we believe that the capex for the project will exceed our previous forecast
of $2.15 billion. However, as we look at the potential range of capital costs and scenarios, and
consider Incos medium and long-term commodity price assumptions, we continue to anticipate that
Goro will provide an acceptable return.
We also continue to make progress on the community front in New Caledonia. The South Province, a
number of Melanesian leaders and other important New Caledonian stakeholders are participating with
us in a roundtable to deal with their project-related concerns. We are in direct communication with
the people and leaders in communities around our project and we are putting together an Advisory
Board to help guide us in our dealings with them. We are hopeful that we can better engage our
neighbors to ensure a project that will address any apprehension regarding environmental matters
and provide long-term benefits to the people of New Caledonia. We are committed to this outcome.
The Goro project has had its challenges, like many major resource projects around the world. Goro
is a great and long-term orebody that will deliver low-cost nickel for years to come and secure our
position in the fast-growing Asian markets. It will be a great and valuable asset for Inco for a
very long time.
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Turning to our existing operations my third area of focus we reached a collective agreement
at the end of May 2006 covering about 3,100 unionized workers. The agreement is fair to employees,
while ensuring that our business can be efficient and competitive in world markets. We are now
negotiating the first collective agreement with the United Steelworkers covering our employees at
Voiseys Bay.
Fourth, our financial position remains very good and were generating strong cash flows. Bob
Davies, our CFO, will speak about this.
The fifth and last area that Ill highlight is our offer for Falconbridge. This week, Inco and
Phelps Dodge made a very competitive and superior offer to Falconbridge shareholders C$18.50
plus 0.55676 shares of Inco for each share of Falconbridge. We are ready, able and willing to
complete the offer by July 27 a pivotal date and we have reduced the minimum tender condition
from 66 2/3rds to 50.01%. We intend to succeed and our offer should carry the day.
I am very encouraged by the support that Phelps Dodge has shown by increasing its offer for Inco
to C$20.25 plus 0.672 shares of Phelps Dodge for each Inco share and demonstrating its firm
commitment to our joint vision of the future. Under our enhanced, friendly three-way agreement, the
implied `look-through value of Incos offer, plus the $0.75 special dividend from Falconbridge, is
C$63.37, based on the July 18 closing share price for Phelps Dodge. Thats a premium of 7.4% above
the Xstrata offer. Our companies are determined to get the deal done and create an enormously
valuable asset for the shareholders of Phelps Doge Inco.
The revised offer makes sense from a financial point of view and we are establishing a great
nickel/copper company. I have told you consistently that nickel and copper are the best prizes in
the metals and materials universe. I continue to believe that they are great today and have the
finest prospects going forward. I have always maintained that the best course is to be in metals or
materials that China needs and cant produce in sufficient quantity; nickel and copper will remain
stars in this category.
Phelps Dodge Inco will emerge as a great nickel/copper company, with a tremendous presence in North
America; strong positions around the world, and particularly in the fast growing regions of Asia;
$900 million of synergies with a net present value of $5.8 billion; a great list of growth
projects; and a major position on the North American stock markets. Shareholders can participate in
the short-term benefits through the very compelling offers on the table to create this powerhouse
and in the medium and longer terms they can prosper by investing in a premier mining and metals
company. This is
clearly a winning deal for the shareholders of Inco, Phelps Dodge and Falconbridge.
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Now Bob Davies will review Incos second quarter financial results and position.
Bob Davies
Thanks Scott.
Our adjusted net earnings for the quarter were $400 million, or $1.79 per share diluted, compared
to $241 million, or $1.08 per share diluted for Q2/05. Key differences year-over-year were higher
deliveries for nickel and copper, and higher average realized selling prices for nickel, copper and
PGMs, partially offset by a stronger Canadian dollar and increased energy prices, which negatively
affected costs.
On our June 22 call, Scott told you about the potential shipment late in the second quarter of
copper concentrate from Voiseys Bay. Our Q2 results do not include the sale of about 33,000 wet
metric tonnes of Voiseys Bay copper concentrate accumulated during the winter that was scheduled
to be shipped at the end of June but was not moved until early July, due to the late arrival of the
vessel at Edwards Cove. If these planned sales were reflected in our results for Q2 2006, net
earnings would rise by $0.08 per share diluted and nickel unit cash cost of sales after by-product
credits would fall by $0.29 per pound.
GAAP net earnings for the quarter were $472 million. The reconciling items to Canadian GAAP
earnings were $0.62 for net income tax benefits, related primarily to the change in tax rates as a
result of the Canadian and Manitoba budgets; and $0.20 of unrealized gains on currency derivative
contracts, partly offset by $0.33 of currency translation adjustments, as well as smaller amounts
for Goro disruption and takeover related costs.
Inco-source and tolled nickel deliveries were up 14% to 140 million pounds, due to strong demand
and higher production levels. The Inco premium was $0.08 a pound; the same as in Q2/05. The 2006
second quarter LME cash nickel price averaged $9.09 a pound, up 22% from $7.44 during the second
quarter of 2005.
Our results are strongly leveraged to key commodity prices and currencies.
The LME cash copper price averaged $3.29 a pound during the quarter, up from $1.54 a pound in Q2
2005. Our selling price was $3.26 a pound, since the sale of 17.2 million pounds of copper covered
by derivatives fixed the maximum price realization to us at $1.54 per pound. Partially offsetting
these
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hedging losses were favourable price adjustments related to prior months sales. We have no copper
hedges in place for the second half of 2006, so the elimination of this hedge book is expected to
reduce our cash cost of sales in the second half. On the screen you can see the balance of our
commodity hedges for 2006. Our adjusted Q2 effective tax rate was about 37%, in line with our
guidance.
We are comfortable with the current First Call consensus of 16 analysts for full-year 2006 adjusted
net earnings, which is a mean of $5.34 per share. Thats based on a nickel price of $7.62 and a
copper price of $2.58 for the year. The year-to-date average nickel price is about $8.12 a pound
and nickel was trading yesterday at about $12.70 a pound. The year-to-date average copper price is
$2.79 a pound and copper was trading yesterday at about $3.65 a pound. At year-to-date average
nickel and copper prices, and using our first half results and guidance on production, costs and
premiums for the balance of the year, our 2006 EPS would be over $6.05 per share.
In the 2006 second quarter we generated $582 million of cash from operations, before a working
capital decrease of $265 million. Our cash position was $690 million at June 30. Our
debt-to-capitalization ratio was 25% at the end of the quarter compared to 28% at year end
giving us the financial strength needed to continue to grow.
At the First Call consensus 2006 mean LME cash nickel price of $7.62 a pound and cash copper price
of $2.58 a pound, we should generate about $1.8 billion of cash flow from operations this year,
before changes in working capital and capex. We have 225 million diluted shares. At the
year-to-date nickel price of $8.12 a pound and $2.79 a pound for copper, we should generate $1.955
billion of cash. On a full-year basis, every $0.10 per year increase in the nickel price, holding
other factors constant, raises 2006 cash flow from operations by $27 million, and every $0.10 per
year increase in the copper price raises cash flow by $12 million.
Capital expenditures for Q2 were $343 million, or $64 million more than in the 2005 period.
Increases reflected higher spending on Goro partly offset by lower costs for Voiseys Bay. Total
2006 capex should be $1.82 billion this year, before partner and government funding. Sustaining
capex will be about $315 million. Depreciation and amortization should be $455 million this year
and about $510 million in 2007.
Net capex funding needs will be about $1.5 billion after Girardin Act tax investor financing for
Goro, contributions from our Goro partners and government support for Voiseys Bay. Capex funding
requirements should decrease in future years.
Now Mark Cutifani will review Incos operations.
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Mark Cutifani
Thanks Bob.
During the second quarter our operating performance was solid, and we see opportunities to do even
better as we move forward.
Our Q2 nickel unit cash cost of sales, after by-product credits, was $2.08 per pound. That was
$0.73 below Q2 2005, due to higher by-product prices and increased nickel production, partly offset
by higher costs for energy, supplies and services, and a stronger Canadian dollar. Nickel unit cash
cost of sales for processing our own mine production was an attractive $1.55 a pound.
In the second half of 2006, with the Voiseys Bay pipeline full, our overall nickel unit cash cost
of sales, after by-product credits, should be $1.50-to-$1.55 a pound, using a price of $3 a pound
for copper. Our second half 2006 cash costs are very levered to copper prices. For every $0.10 a
pound increase in the price of copper, our H2/06 unit cash costs should drop by about $0.07 a
pound.
For the full year, at consensus commodity price assumptions, we expect nickel unit cash cost of
sales, after by-product credits, to average $2.00-to-$2.05 per pound and, for processing our own
mine output, about $1.70-to-$1.75 a pound. The increase from the Q2 level reflects a lower
by-product credit and less production from Ontario following planned July maintenance work. In a
period when everyone in the mining industry is facing rising costs for energy, supplies and other
inputs, Incos costs are going down. We are realizing on our strategy to bring on new low-cost
capacity and improve our operating position.
During Q2 2006 we produced 140 million pounds of nickel, including six million pounds of tolled
material. This represents an increase of 26% from Q2 2005, due to higher output at Sudbury and more
finished nickel from PT Inco sourced production and the tolled production.
Ontarios nickel output was 64 million pounds; 20 million pounds above last years Q2, which was
negatively affected by a major maintenance shutdown. Positive factors for us in the 2006 period
included high-grade Voiseys Bay source material and very good performance from our nickel
refineries in Sudbury and Clydach. Currently, a three-week planned maintenance shutdown is underway
in Ontario and work is progressing on schedule. In Sudbury, nickel/copper separation should capture
30% of copper in feed as of Q4, raising nickel through the smelter. Our converter upgrade should
cut sulphur emissions and let us raise processing rates at least 2%. The
converter, our new oxygen plant and a fluid bed roaster installation will improve the reliability
of our operations.
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Ontarios output for the full year is expected to be 258 million pounds, including input from
Voiseys Bay and external feeds. Sudburys finished nickel output is on course to be its highest in
25 years.
We produced 39 million pounds of finished nickel from PT Inco matte in the quarter, above Q2/05 due
to a scheduled maintenance shutdown at our Japanese refinery last year. During the 2006 quarter we
had a fire in the transformer of one of our four furnaces. While the incident is covered by
insurance, lost production cannot be fully made up in the second half of the year. PT Inco has
reduced its 2006 production forecast from 167 million pounds of nickel in matte to 158-to-159
million pounds.
We continue to work with the Indonesian government to complete amendments to the Forestry permit
received during the last quarter of 2005. Once we get the amended permit, we expect to begin major
construction of a third hydroelectric power facility at Karebbe, which would allow us to raise PT
Incos nameplate capacity to 200 million pounds by 2009.
Manitobas 31 million pounds of production for the second quarter was in line with Q2/05. For the
first time, we will operate for an entire year without shutting down our processing facilities
during the third quarter. We are now essentially operating with a single furnace in Manitoba;
keeping the second furnace to facilitate consistency and review additional feed options. We are
still on track to deliver a record 120 million pounds in 2006, including feed from Voiseys Bay and
external sources.
During the quarter, we produced 30 million pounds of nickel in concentrate at Voiseys Bay. The
Voiseys Bay mill ramped up to 80% capacity in just three months and we currently expect output
of about 120 million pounds of low-cost, high grade nickel in concentrate. In 2006, well process
about 83 million pounds of that production into finished nickel at either Sudbury or Thompson.
Voiseys Bays contribution will improve second half output and cash flow. We now expect to produce
300 million pounds of nickel in the second half, compared with 275 million pounds in the first half
of 2006. We also expect to produce 185 million pounds or 54% of our copper output in the second
half and, with mining sequencing, 57% of our PGM output should also come in this period.
For Inco as a whole, we anticipate Q3 production of 135-to-140 million pounds of nickel, including
10-to-15 million pounds of tolled material. Our 2006 production forecast remains at 575 million
pounds of nickel, including 38 million pounds of tolled material.
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We made 77 million pounds of copper products in Q2, below our February guidance due to operational
issues in Sudbury and lower copper concentrate output at Voiseys Bay. We should produce 76 million
pounds of copper in Q3 including 17 million pounds of copper in Voiseys Bay concentrate. Our
2006 target is 340 million pounds with a 65 million pound contribution from Voiseys Bay.
PGM output in Q2 was 84,000 ounces; in line with our guidance, but below the 135,000 ounces
produced in Q2/05. We should produce 80,000 ounces of PGMs in Q3. We forecast full-year PGM
production of 400,000 ounces.
Now Peter Goudie will update you on the nickel market.
Peter Goudie
Our view of the nickel market has not changed since our call on June 22. The market has in fact
tightened further, just in the last few weeks, as can be clearly seen from the significant drawdown
of LME stocks. They were down 2,880 tonnes just last week to a level where LME stocks less
cancelled warrants fell to 3,318 tonnes representing less than one day of world consumption. The
supply and inventory situation will be the focus of my short presentation today, because it is key
to understanding this market.
Since I spoke to you on June 22, nickel stocks have decreased as of yesterday, by 45% and
nickel prices have increased by 35%. On July 18, the LME nickel cash price was $28,100 per tonne.
The July month-to-date price is $26,553 per tonne, compared to the Q2 average LME price of $20,036.
It is not only inventories on the LME that are decreasing quickly; we observe a shortage throughout
the supply chain. Consumers do not want to hold nickel inventories at such high levels of price and
price volatility. And we know other producers must be short of product, based on the enquiries we
are getting from their customers. World production remains below expectations.
The shortage of available material has caused the backwardation to widen; on July 18 the three
month to cash backwardation was at $2,600 per tonne. This high backwardation, and the normal annual
resumption of nickel shipments from the Russian port of Dudinka, may well result in some new nickel
coming into the LME inventories in the coming weeks; but do not confuse this with a weakening in
the market because it is no such thing. It will be a temporary situation.
As we have said all along, this nickel market is fundamentally very strong. On June 22, we covered
our top 10 reasons why the second half of 2006 would
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be strong, and not repeat the weakness seen in 2005. Not only do we continue to believe in our 10
reasons in fact, in some areas more recent data has strengthened our view. Ill call your
attention to three points.
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As I mentioned, nickel inventories are even lower than they were. Incos inventory is 3,840
tonnes below our 10 year average for the end of the second quarter and we are unable to accept all
orders for nickel from our customers. |
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Stainless steel stocks continue to be low globally. U.S. stainless service center shipments
surged to a record level in May of 204,000 tonnes from 170,000 tonnes in April. May inventories
represented only 3.26 months of shipments, down from 4.95 months of shipments in May last year; and
the lowest ratio since 1998. Based on the latest data available, which is for April, stainless
steel inventories remain low in Japan, at 1.0 months of sales. |
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There has been a sharp recovery in stainless production from Q4 2005 levels, with output rising
in all regions. We have boosted our stainless steel production growth forecast to 10.1% in 2006,
with increases in all regions. Chinese mill output continues to rise, with May production up 36%
year-over-year, and year-to-date up 28% from the same period in 2006. |
Our deficit forecast for 2006 is 30,000 tonnes. The deficit cannot be much larger, as effectively
all available nickel will be utilized. Prices will have to stay high to keep demand in line with
available supply. Beyond 2006, there will be low nickel inventories, and supply growth will be
limited; therefore demand growth will be restricted by supply.
In 2006, we are experiencing the tightest nickel market we have ever seen. This is the result of
the lack of new major nickel projects for a number of years. We are expecting exciting growth in
nickel demand, especially in China, with India to follow as well as above trend industrial
production growth. However, since there is not enough new supply starting up, demand should
continue to outstrip supply, resulting in tight nickel markets over the next several years. The
final two quarters of 2006 will be the most interesting ones that the nickel market has seen.
Consumers continue to ask for nickel that the industry has difficulty supplying, demand remains
strong, and incremental supply will not materialize.
Now Scott will wrap up our formal presentation.
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Scott Hand
Thank you, Peter.
Ill summarize by reviewing the highlights.
We delivered great earnings this quarter and with a strong nickel market and Voiseys Bay feed
fully in the system, the second half of 2006 looks very good indeed.
We met or exceeded our targets for nickel and PGM production and price premiums. Our operations had
an excellent quarter and were striving to produce every pound of nickel that we can.
Construction activity is back to normal at Goro. Later this quarter or early next quarter, we
expect to announce an updated capex figure and a revised schedule. Voiseys Bay, Goro and the PT
Inco expansion will significantly raise our low-cost production and increase Incos earnings and
cash flow.
The fundamentals for nickel continue to be very strong I say stainless hot.
Our financial position remains robust and our cash generation this year is impressive.
Finally were looking to a great future based on our three-way combination with Phelps Dodge and
Falconbridge. Phelps Dodge Inco will be the leader in nickel and the largest publicly traded copper
company with all of the resources necessary to grow and deliver excellent value to our
shareholders.
We would now welcome your questions. May we have the first one, please?
Cautionary Statement Regarding Forward-Looking Statements
This presentation contains forward-looking statements regarding Inco, including Incos offer to
purchase all of the common shares of Falconbridge Limited, Incos proposed plan of arrangement with
Phelps Dodge, including statements regarding the anticipated timing of achievement of milestones in
the regulatory clearance process, the consideration payable pursuant to Incos increased offer for
Falconbridge and the proposed plan of arrangement involving Inco and Phelps Dodge, anticipated
financial or operating performance, and strategies, objectives, goals and targets of the combined
company, and forward-looking statements regarding Inco alone, including anticipated financial or
operating performance, the Incos costs on a stand-alone basis, its position as a low-cost producer
of nickel, production levels for nickel, copper and platinum-group metals for its third quarter and
full year 2006 for Inco as a whole and at its Indonesian, Voiseys Bay and other Canadian
operations, nickel market conditions and nickel demand and supply in China and other geographical
end-use markets, including for nickel-containing stainless steels, premiums realized on its metals
prices, nickel unit cash cost of sales after by-product credits, third party toll smelting and
refining arrangements, production costs on its own mine production, nickel inventories, its
financial results, including adjusted net earnings per share on a diluted basis, cash flow from
operations, cash generation, the effect on and sensitivity of financial results to changes in
nickel and other metal prices, exchange rates, energy and other costs and its common share price,
cost reduction and related savings objectives, construction, commissioning, initial start-up, and
other schedules, capital costs and other aspects of its Goro project, arrangements covering copper
production and sales, capital expenditures at the Companys growth projects, overall capital
expenditures, contributions from shareholders and government programs and other external sources of
funds, and governmental clearances or approvals required, for its growth projects, tax payments,
planned maintenance and other shutdowns and subsequent start-ups at certain operations, new
collective labour agreements, including the risk of a disruption or work stoppage, and other issues
and aspects relating to its business and operations. Inherent in those statements are known and
unknown risks, uncertainties, assumptions and other factors well beyond Incos ability to control
or predict.
Actual results and developments may differ materially from those contemplated by these statements
depending on, among others, the risks that Inco will not be able to obtain the required approvals
or clearances from regulatory agencies and bodies on a timely basis, or divestitures or other
remedies required by regulatory agencies may not be acceptable or may not be completed in a timely
manner, the risk that Incos offer for Falconbridge will be unsuccessful for any reason, Inco may
not meet the other remaining conditions of its offer, Inco may not realize the anticipated
annualized benefits and operational and other synergies and cost savings from the acquisition or
related divestitures, restructurings, integration and other initiatives associated with the planned
combination of Inco and Falconbridge and Inco may realize unanticipated costs and/or delays or
difficulties relating to such integration, the risk that the proposed Inco-Phelps Dodge arrangement
transaction will be unsuccessful for any reason, and such other risks relating to Inco as business
and economic conditions in the principal markets for Incos products, the supply, demand and prices
for metals to be produced, purchased nickel intermediates and nickel-containing stainless steel
scrap and other substitutes and competing products for the primary metals and other products Inco
produces, developments concerning labour relations, the Companys deliveries, production levels,
production and other anticipated and unanticipated costs and expenses, metals prices, premiums
realized over LME cash and other benchmark prices, tax benefits and charges, changes in tax
legislation, hedging activities, the Canadian-U.S. dollar and other exchange rates, changes in
Incos common share price, the capital costs, scope, schedule, required permitting, potential
disruptions and other key aspects of the Goro project, the timing of receipt of all necessary
permits and governmental, regulatory and other clearances or approvals, and engineering and
construction timetables, for the Goro project, the necessary shareholder and government program
sources of financing for the Goro and other projects, political unrest or instability in countries
or territories such as Indonesia and New Caledonia, risks involved in mining, processing and
exploration activities, research and development activities, the accuracy of our estimated
mineral/ore reserves and/or mineral resources, resolution of environmental and other proceedings
and the impact of various environmental regulations and initiatives, market competition, the
ability to continue to pay quarterly cash dividends in such amounts as Incos Board of
Directors may determine in light of other uses for such funds and other factors, and other risk
factors listed from time to time in the Incos, Falconbridges and Phelps Dodges reports filed
with the U.S. Securities and Exchange Commission. Accordingly, readers should not place undue
reliance on any forward-looking statements. The forward-looking statements included in this
release represent Incos views as of the date of this presentation. While Inco anticipates that
subsequent events and developments may cause its views to change, it specifically disclaims any
obligation to update these forward-looking statements. These forward-looking statements should not
be relied upon as representing its views as of any date subsequent to the date of this
presentation.
Forward-looking statements are based on a number of assumptions which may prove to be incorrect.
Such assumptions include, but are not limited to, the timing, steps to be taken and completion of
Incos offer to acquire all of the common shares of Falconbridge, including the financing required
for the offer, the timing, steps to be taken and completion of the proposed Inco-Phelps Dodge
arrangement transaction, estimates on the U.S. dollar-Canadian dollar exchange rate for 2006,
global industrial production and in key geographic markets, interest rates, global nickel and other
metals demand and supply and in key geographical markets, and growth in the key end-use markets for
the metals produced by Inco, that Inco would not have any labour, equipment or other disruptions at
any of our operations of any significance in 2006 other than any planned maintenance or similar
shutdowns and that any third parties which we are relying on to supply purchased intermediates or
provide toll smelting or other processing do not experience any unplanned disruptions.
Forward-looking statements for time periods subsequent to 2006 involve longer term assumptions and
estimates than forward-looking statements for 2006 and are consequently subject to greater
uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such
long-term forward-looking statements.
Important Legal Information
This communication may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the U.S. Securities and Exchange Commission (the
SEC), on October 24, 2005 and July 14, 2006, registration statements on Form F-8, which include
Incos offer and take-over bid circular, and has filed amendments thereto, which include notices of
extension and variation, and will file further amendments thereto as required, in connection with
the proposed combination with Falconbridge. The offer and take-over bid circular and the notices
of variation and extension have been sent to shareholders of Falconbridge Limited. Inco has also
filed, and will file (if required), other documents with the SEC in connection with the proposed
combination. Falconbridge has filed a Schedule 14D-9F in connection with Incos offer and has
filed, and will file (if required), amendments thereto and other documents regarding the proposed
combination, in each case with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ INCOS SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 THAT INCO FILED WITH THE SEC ON MAY 31, 2006, AND ANY AMENDMENTS INCO MAY FILE
THERETO, AS IT CONTAINS, AND SUCH AMENDMENTS, IF ANY, WILL CONTAIN, IMPORTANT INFORMATION REGARDING
TECK COMINCOS PROPOSED COMBINATION WITH INCO.
This communication is not a solicitation of a proxy from any security holder of Inco or Phelps
Dodge in respect of Incos proposed combination with Phelps Dodge. Inco intends to file a
Management Information Circular regarding the proposed combination with the securities commissions
or equivalent regulatory authorities in Canada and to provide the Management Information Circular
to Inco shareholders and Phelps Dodge has filed a preliminary Proxy Statement on Schedule 14A
regarding the proposed combination with the SEC. WE URGE INVESTORS TO CAREFULLY
READ THE MANAGEMENT INFORMATION CIRCULAR, AND ANY AMENDMENTS INCO MAY FILE THERETO, WHEN IT BECOMES
AVAILABLE BECAUSE IT, AND ANY SUCH AMENDMENTS, IF ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT
INCO, PHELPS DODGE AND THE PROPOSED COMBINATION. WE URGE INVESTORS TO CAREFULLY READ THE PROXY
STATEMENT, AND ANY AMENDMENTS PHELPS DODGE MAY FILE THERETO, BECAUSE IT AND SUCH AMENDMENTS, IF
ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT INCO, PHELPS DODGE AND INCOS PROPOSED COMBINATION
WITH PHELPS DODGE.
Inco, Phelps Dodge and their executive officers and directors may be deemed to be participants in
the solicitation of proxies from Inco and Phelps Dodge security holders in favor of Incos proposed
combination with Phelps Dodge. Information regarding the security ownership and other interests of
Incos and Phelps Dodges executive officers and directors will be included in the Management
Information Circular and Proxy Statement, respectively.
Investors and security holders may obtain copies of the offer and take-over bid circular, the
notices of variation and extension, the registration statements, the Solicitation/Recommendation
Statement and Incos, Falconbridges and Phelps Dodges other public filings made from time to time
by Inco, Falconbridge and Phelps Dodge with the Canadian Securities Regulators, at www.sedar.com,
and with the SEC at the SECs web site, www.sec.gov, free of charge. The proxy statement may also
be obtained free of charge at www.sec.gov and the Management Information Circular (when it becomes
available) may also be obtained free of charge at www.sedar.com. In addition, the offer and
take-over circular and the other disclosure documents may be obtained free of charge by contacting
Incos media or investor relations departments.